FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
HAUSMAN MARVIN S MD
   2. Issuer Name and Ticker or Trading Symbol
OXIS INTERNATIONAL INC [OXIS.OB] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President & CEO
(Last)
(First)
(Middle)
16031 SW PLEASANT HILL RD.		 3. Date of Earliest Transaction (Month/Day/Year)
11/06/2006
(Street)

SHERWOOD, OR 97140		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 11/06/2006   A(1)   347,222 A $ 0.18 1,834,636 D  
Common Stock 11/06/2006   A(2)   500,000 A $ 0.20 2,334,636 D  
Common Stock 11/06/2006   A(3)   69,444 A $ 0.18 2,404,080 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Non-Qualified Stock Option (right to buy) $ 0.20 11/06/2006   A(4)   495,000   01/15/2007 11/05/2016 Common Stock 495,000 $ 0 1,209,695 D  
Common Stock Warrant (right to buy) $ 0.20 11/06/2006   A(5)   1,505,000   11/14/2006 11/05/2016 Common Stock 1,505,000 $ 0 2,714,695 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
HAUSMAN MARVIN S MD
16031 SW PLEASANT HILL RD.
SHERWOOD, OR 97140		   X     President & CEO  

Signatures

 Michael D. Centron, attorney-in-fact for Marvin S. Hausman, M.D.   11/08/2006
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Pursuant to an employment agreement dated November 6, 2006, Dr. Hausman was granted discounted shares valued at $62,500.
(2) Shares granted pursuant to an employment agreement dated November 6, 2006.
(3) Pursuant to an employment agreement dated November 6, 2006, Dr. Hausman was granted shares valued at $12,500 for office expenses.
(4) Options granted pursuant to an employment agreement dated November 6, 2006. 247,500 options vest in four quarterly installments and 247,500 options vest in eight quarterly installments commencing on January 15, 2007.
(5) Warrants issued pursuant to an employment agreement dated November 6, 2006 vest in six equal installments commencing on November 14, 2006 and are subject to repurchase rights.

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